EX-10.9
10
y12303a1exv10w9.txt
EX-10.9: LETTER AGREEMENT NO. 2 TO THE AIRCRAFT LEASE AGREEMENT


 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED
 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
 TO A REQUEST FOR CONFIDENTIAL TREATMENT

 Exhibit 10.9

 As of March 8, 1999

COMPANIA PANAMENA DE AVIACION, S.A.
Avenida Justo Arosema 7 Calle 39
Aptdo. 1572
Panama 1
REPUBLIC OF PANAMA

 Re: Letter Agreement No. 2 to Aircraft Lease Agreement dated as of
 November 18, 1998 between Aviation Financial Services Inc.,
 Lessor, and Compania Panamena de Aviacion, S.A., Lessee -
 Correction to Exhibit C (Basic Rent)

Gentlemen:

 Reference is made to that certain Aircraft Lease Agreement dated as of
November 18, 1998 (the "Lease") between Aviation Financial Services Inc., as
lessor ("Lessor"), and Compania Panamena de Aviacion, S.A., as lessee
("Lessee"), for the lease of one new Boeing Model 737-700 commercial aircraft
bearing manufacturer's serial number 28607 (the "Aircraft"). Terms not otherwise
defined herein shall have the meanings assigned to them in the Lease.